Form GNL-2: Complete Guide to Submission of Documents with the Registrar
Form GNL-2 is the catch-all web form used to file documents with the Registrar of Companies where no specific webform is otherwise prescribed for that document. It is governed by Rule 12(2) of the Companies (Registration Offices and Fees) Rules, 2014.
Who Should File GNL-2 / When is it Filed
GNL-2 is commonly used for filings such as:
- Prospectus or Red Herring Prospectus (public companies only)
- Circular or Circular in the form of Advertisement inviting Deposits (linked to DPT-1)
- Final Report on Completion of Liquidation Process by Liquidator
- Affidavit under Section 59 of the Insolvency and Bankruptcy Code, 2016
- Other documents for which no dedicated webform exists
Important Checkpoints Before Filing
- Applicant must be registered on the MCA portal, and the company must have a valid, approved CIN
- DSC must be registered on the MCA portal against the DIN/DPIN/PAN/Membership number provided
- A valid, approved SRN of MGT-14 (if any) must be available, with a matching resolution purpose
- Filing for ‘Prospectus’ or ‘Red Herring Prospectus’ is allowed only for a public company
- Filing by an IRP/RP/Liquidator is allowed only where the company status is ‘Under CIRP’ or ‘Under Liquidation’
- For resubmission: application must be in Application History and T+15 days (T = date marked ‘Resubmission Required’) must not have elapsed
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Navigate to the header “Filing of application/documents with RoC”
- Access “Form for submission of documents with the Registrar (GNL-2)”
- Enter/search/select CIN
- Fill up the application
- Optionally save as draft
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees (within the standard upload/payment windows)
- Receive acknowledgement
Field-Level Instructions
Field 2(a): Document Being Filed
Selecting ‘Circular or Circular in the form of Advertisement inviting Deposits in DPT-1’ enables the “Expected date of issue of Advertisement” and “Expected opening date of acceptance of deposits” fields, with a 30-day filing window from the event date.
Field 4(a)/(b): Act and Section Under Which Document is Filed
Displayed and mandatory where ‘Final Report on Completion of liquidation process by Liquidator’, ‘Affidavit under Section 59 of IBC 2016’, or ‘Others’ is selected; the applicable Companies Act (2013 or 1956) and section must be chosen from a dropdown.
Fee Structure
Normal Fee — Companies with Share Capital
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Companies without share capital: ₹200
Additional (Delay) Fee
For the private placement offer letter scenario, the time limit for filing is 30 days from the date of the event.
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 up to 60 days | 4× normal fee |
| More than 60 up to 90 days | 6× normal fee |
| More than 90 up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Processing Mode
| Purpose | Processing Mode |
|---|---|
| Prospectus, or Circular/Advertisement inviting Deposits (DPT-1) | STP — taken on record electronically; no resubmission |
| All other purposes | Non-STP — manually reviewed |
Useful Links
Frequently Asked Questions (FAQs)
Q1. When should GNL-2 be used instead of a specific form? Whenever the Companies Act or Rules require a document to be filed with the RoC, but no dedicated webform has been prescribed for it.
Q2. Can a private company file a Prospectus through GNL-2? No — Prospectus/Red Herring Prospectus filings via GNL-2 are permitted only for public companies.
Q3. Is GNL-2 always processed automatically? No — only Prospectus and Deposit-related Circular filings are STP; all other purposes go through Non-STP manual review.
Q4. Who can file GNL-2 on behalf of a company under liquidation? An IRP, RP, or Liquidator, provided the company status is ‘Under CIRP’ or ‘Under Liquidation’.
Q5. Is an MGT-14 SRN always required? A valid, approved MGT-14 SRN is required where the GNL-2 filing arises from a resolution, and its purpose must match.
Disclaimer
This article is based on the official Instruction Kit for Form GNL-2 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA forms download page and resources available on the MCA website.